12-3648-cv 

High Falls Brewing Co. v. Boston Beer Corp. 

 

UNITED STATES COURT OF APPEALS 

FOR THE SECOND CIRCUIT 

SUMMARY ORDER 

RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY 

ORDER FILED ON OR AFTER JANUARY 1, 2007 IS PERMITTED AND IS GOVERNED BY FEDERAL 

RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN 

CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE 

EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION "SUMMARY 

ORDER"). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT 

REPRESENTED BY COUNSEL. 

At a stated term of the United States Court of Appeals 

for the Second Circuit, held at the Thurgood Marshall United 

States Courthouse, 40 Foley Square, in the City of New York, on 

the 26th day of February, two thousand thirteen. 

PRESENT: RALPH K. WINTER, 

 DENNY CHIN, 

 CHRISTOPHER F. DRONEY, 

 Circuit Judges, 

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HIGH FALLS BREWING COMPANY, LLC, 

NORTH AMERICAN BREWERIES, INC., 

 Plaintiffs-Counterclaim- 

 Defendants, 

HIGH FALLS OPERATING CO., LLC, KPS 

CAPITAL PARTNERS LP, 

 Plaintiffs-Counterclaim- 

 Defendants-Appellees, 

 

 -v- 12-3648-cv 

 

BOSTON BEER CORPORATION, 

 Defendant-Counterclaim- 

 Plaintiff-Appellant.*

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FOR PLAINTIFFS-COUNTER- GREGORY M. BOYLE (Jason F. Krigel, 

 DEFENDANTS-APPELLEES: on the brief), Jenner & Block LLP, 

Chicago, Illinois. 

FOR DEFENDANT-COUNTER- GEORGE J. SKELLY (J. Christopher 

 CLAIMANT-APPELLANT: Allen, Jr., Troy K. Lieberman, on 

the brief), Nixon Peabody LLP, 

Boston, Massachusetts. 

 

*

 The Clerk of the Court is directed to amend the official caption to conform to 

the above. 
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 Appeal from the United States District Court for the 

Western District of New York (Siragusa, J.). 

UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED, 

AND DECREED that the judgment of the district court is AFFIRMED. 

 Defendant-counterclaim-plaintiff-appellant Boston Beer 

Corporation ("Boston Beer") appeals from the judgment entered 

September 10, 2012, denying plaintiffs' requests for declaratory 

and injunctive relief, enforcing the arbitration award between 

Boston Beer and plaintiff-counterclaim-defendant High Falls 

Brewing Company, LLC ("High Falls"), and dismissing Boston Beer's 

counterclaims. On appeal, Boston Beer challenges only the 

district court's decision and order filed June 26, 2012, denying 

leave to amend its counterclaim against plaintiffs-counterclaimdefendants-appellees High Falls Operating Co., LLC and KPS 

Capital Partners LP for tortious interference with contract 

because the amendment would have been futile. We assume the 

parties' familiarity with the facts, procedural history, and 

specification of issues for review. 

 Boston Beer argues that amending the counterclaim would 

not be futile because its new proposed allegations, if properly 

credited, state a claim of tortious interference with contract. 

We review the denial of leave to amend for abuse of discretion, 

but the legal determination that a proposed amendment is futile 

de novo. Hutchison v. Deutsche Bank Secs. Inc., 647 F.3d 479, 

490 (2d Cir. 2011). 

 To establish tortious interference with a contract 

under New York law, "the plaintiff must show the existence of its 
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valid contract with a third party, defendant's knowledge of that 

contract, defendant's intentional and improper procuring of a 

breach, and damages." White Plains Coat & Apron Co. v. Cintas 

Corp., 8 N.Y.3d 422, 426 (2007). The parties only dispute 

whether the proposed pleading adequately alleges that appellees 

intentionally and improperly procured a breach of the contract 

between Boston Beer and High Falls. 

 Even accepting as true those allegations that Boston 

Beer claims the district court erroneously discarded as 

conclusory, the proposed pleading still fails to allege that 

appellees intentionally and improperly procured a breach of the 

contract. The proposed amended pleading merely alleges that 

appellees -- a private equity firm and its investment vehicle -- 

intended to acquire High Falls's assets without assuming the 

"economically disadvantageous" contract with Boston Beer. 

[Proposed] Second Am. Answer & Countercls. ¶¶ 12-17, 22. Even if 

appellees promised High Falls's CFO additional benefits in 

exchange for dropping his demand that they assume the contract 

with Boston Beer, that does not show appellees intended anything 

other than obtaining High Falls's assets on their terms. It does 

not show that "the target of appellees' conduct was [High 

Falls's] contractual arrangements with appellants, any more than 

[it shows] the target was [High Falls's] contracts with phone or 

electric companies." G.K.A. Beverage Corp. v. Honickman, 55 F.3d 

762, 767-68 (2d Cir. 1995) (holding that allegations that 

defendant bankrupted a corporation, purchased its assets in 

bankruptcy without assuming its contracts, and threatened 
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litigation against other bidders in bankruptcy who would have 

assumed the contracts did not show an intent to interfere with 

those contracts); see also Health-Chem Corp. v. Baker, 915 F.2d 

805, 809 (2d Cir. 1990) ("[T]o be actionable, the interference 

must be intentional and not incidental to some other lawful 

purpose."); Restatement (Second) of Torts § 766 cmt. j 

(explaining that acting without intent to cause the breach, but 

with substantial certainty that it will occur, is generally not 

improper if the interfering party is advancing its own interest 

and does not use wrongful means). 

 The only allegation that gives rise to a possible 

inference that appellees intended to interfere with their future 

rival's contract is the allegation that appellees intended to 

compete with Boston Beer. That inference, however, is 

implausible in light of the allegations that after the 

acquisition, appellees retained High Falls's contracts with 

several other brewers and attempted to negotiate a new contract 

with Boston Beer. See Ashcroft v. Iqbal, 556 U.S. 662, 678 

(2009). Thus, the district court correctly concluded that the 

amendment was futile and did not abuse its discretion by denying 

leave to amend. 

We have considered Boston Beer's remaining arguments 

and find them to be without merit. Accordingly, we AFFIRM the 

judgment of the district court. 

 FOR THE COURT: 

 Catherine O'Hagan Wolfe, Clerk